Spider-Man: Shadow of the Spider
by AliusNeo
Summary: It has been years since Ben Reilly died in Peter Parker arms saving New York from Norman Osborn, but recently SHIELD Agent Coulson revealed to Spider-Man that his clone is still alive. Peter wants to know how this is possible. Now Peter has been brought by Coulson to find the answer to one single question: Why did the closest thing to a brother he ever had, decide to abandon him?


_**((This story is meant to be a tie in to my "Two Worlds- Marvel/DC Crossover" Continuity; but I tried to write it in a way where it can be taken as a literal interpretation of the fate of Ben Reilly in the main Marvel 616 continuity. It is meant to take place just after Chapter 4 of 'Superman and the Family Fantastic'.))**_  
 _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_

Philip Coulson and Peter Parker stood outside of a small apartment building in Montreal, Quebec. It had been a while since Peter had been to Canada; yet even when the weather wasn't covering him in a mountain of snow, he somehow felt that there was still a cold presence lingering over him. "So... he's here?" Peter asked, his voice not doing well to hide the fear that was building up inside his gut.

"We don't have to do this Pete. We can just leave now. He'll never know we were here." Coulson tried to place a hand onto Parker's shoulder; but Peter just looked over at Coulson with a weak smile.

"He knows we're here." Peter said in a low tone. "If his Spidey-Sense is anything like mine, he knows someone is here for him." The two walked up to the intercom system as Coulson began to scroll through the different names in the data-base.

"Here he is." Coulson said as his finger pointed to a single name on the prompter; 'Richard Fitzpatrick'; Room 304. Peter began to tear up at the sight of his fathers' name, and mothers' maiden name in bold capital letter on the intercom. "Are you ready?" Peter looked over to Coulson; the anticipation clear in his face.

"He's my brother Phil. It doesn't matter if I'm ready; I'm bringing him home." Peter reached forward and pressed the button on the prompter. Ringing echoed out of the intercom as Peter and Coulson waited anxiously for a response. After several moments Peter looked up at the windows of the apartment building and at the corner apartment on the third floor, he could see a figure behind the drapes looking down at them.

The ringing stopped, and without words a loud buzzing noise echoed out of the intercom before the door began to swing open; Coulson moved into the building and looked back at Peter, who stood staring at the man in the window. After a moment Peter looked back to Coulson and began to follow him inside.

The two said no words as they made their way to the elevator, entering the metal box and rising three floors. Peters mind was a racing mess of thoughts and emotions. He still wasn't sure if he would want to hug Ben, or hit him when he saw him. He tried to imagine what to say, and what Ben might say, but before Peter knew it he was standing in front of the door to Room 304.

Coulson reached up and knocked on the door, and the two waited in silence as they could hear footsteps coming towards them from the other side of the door. The SHIELD Agent looked over to Peter Parker and let out a whispered sigh as he hung his head; knowing full well that Ben would not be happy with him for betraying his trust.

The doorknob slowly turned, and the door swung open to reveal the face of Peter Parker standing before Peter, and Coulson. "Ben?" Peter said weakly as he looked at how oddly different Ben appeared. His hair was now dyed red, and he had put on some weight in his face compared to Peter; and he kept his beard at a 3'oclock shadow.

"Peter." His voice was raspy compared to Peter; and there was a look of remorse on his face before Peter threw his fist towards it. Ben flung himself backwards instinctively as Peter pushed into the room. "What the hell are you doing?" Ben shouted out as Peter continued to move in towards him, fighting back tears as his fists clenched up again. Ben dodged another punch before throwing himself onto Peter, but Pete pushed back and was able to topple Ben over and flip him onto the ground. "Phil! What the hell?" Ben said as he wrapped his legs around Peters' waist and flung him off.

"Peter!" Coulson shouted as he put himself between the two. "This isn't what you came here for." Before Coulson could say another word, Peter lunged past him and tackled Ben back to the floor. The two Parkers tumbled on the ground, Peter got in one good punch to Ben's face before Coulson grabbed hold of Peter and pulled with all of his might to get him off of Ben. Coulson was surprised that he was able break them up.

"You!" Peter shouted as Ben nursed a bloody nose. "You…" The anger in his face began to contort, and his bottom lip began to quiver before Peter fell to his knees. "You were my brother!" He shouted, the shock Ben felt began to replace itself with a looming sorrow. "We fought Osborn on that street and you died in my arms! A part of me died with you that day. How are you here now? What did you do?"

There was a moment where Peter couldn't even bare to look at him, and Ben took that time to lean himself up against a nearby couch, reaching over to a box of Kleenex before he began to wipe the blood away from his nose. "When Osborn had me locked up in his hideout; he convinced me that I was nothing compared to you." Ben blew his nose into the tissue, Peter looked up to him as his anger held. "All the time you had been Spider-Man, you had become so much better at it, you had learned from your mistakes; and so did your villains. Me though; that whole time I was on the run, trying desperately to stay ahead of Kane so he wouldn't kill anyone I made friends with." Ben took a deep breath before he continued. "When I took up the mantle. Your mantle. When I became Spider-Man; I thought it was going to be like riding an old bike… but it wasn't."

"Cut the crap Ben." An angry shout came from Peter as he rose to his feet. "What does this have to do with why you ran?"

"Everything." Ben said as he stood to meet Peters glare. "The enemies that you dealt with on a daily basis had more tricks to take you down that I knew about. I made mistakes, almost got myself killed. And I got innocent people hurt because of my inexperience." A silence hung in the air as Coulson moved into the kitchen and began to pour himself a glass of water. "Osborn told me about a contingency plan of his. He had a clone of me, ready to go. He was going to swap me out with the copy and use him to get at the people you care about. The people that we care about." Peter took a deep breath, calming himself as Ben continued.

"I knew that if I kept being Spider-Man, that it would be the death of me; and I was not about to allow someone using my face to hurt the people I love. So I broke out, found the clone, and swapped him in my place. Osborn didn't even know I had done it. You showed up shortly after I made the swap, and then that copy of me died in your arms; like I knew I would have." Silence hung in the air as the man known as Peter Parker, and the man born from his DNA both stood staring towards the ground. "I know I abandoned you Peter, and I'm sorry; but I wanted to live. I wanted to live my own life, and I didn't want to die wearing the mask that didn't belong to me in the first place. So I ran, I took my chance and I ran like the damn wind Pete; and never looked back. You can hate me all you want, but the truth is Benjamin Reilly died in your arms that day. I'm just Richard Fitzpatrick."

Peter was sniffling as he held back the tears behind a layer of anger that was slowly bubbling back to the surface. A comforting hand was placed on Peters shoulder, and the young man turned his head to see Coulson looking back at him with a warm smile across his face. Peter took a deep breath before looking back to Ben with a resolute expression.

"When I told Aunt May what happened to you, do you know what she did?" Ben bit his lower lip as Peter spoke, and looked away so he didn't have to make eye contact; the guilt he felt over Aunt May had been something that he often thought about. "She cried Ben. She cried so hard over you… and do you know what the worst part was? It was that we didn't even have a body to bury… we didn't even have the dust that was scattered to the winds when you died." Bens silence held as Peter took several steps closer to him, getting close enough that Ben was forced to look up and acknowledge him. "You left a lot of people behind when you did what you did. Harry, Mary Jane, Liz-"

"Were part of your life Pete! Your life… the one that I wanted back so bad; and when I found a new place in that life it just… it wasn't the same Pete. I was outside looking in, and I couldn't bare it. So I did the only thing I could do; the only thing I was ever good at. I ran; and I made sure no one would find me."

A deep sigh escaped Peter as he turned away from Ben… no, from Richard, "Okay." He said as he began to walk towards the exit, Coulson following closely behind. "If this is what you really want, then you can have it. You can have your space, your freedom from my life." As Peter got the door, he turned and looked back to Richard one last time. "I won't tell Aunt May, and I wont tell Liz; because you were right. Ben Reilly, my brother… died a long time ago. You… you're just Dick."

Coulson walked past Peter without looking back, and once he was out of the apartment Peter closed the door behind him, leaving Richard Fitzpatrick alone to contemplate what had been said.

Peter and Philip walked back down the hallway and towards the elevator; Peter held himself up strong, but once the doors to the elevator closed; a sad sigh escaped the young man as he leaned against the wall of the elevator. "Don't you think you were a little harsh?" Coulson asked, Peter looking over to him with a look of resolve.

"With great power, comes great responsibility." The words hung in the air after Peter spoke them out loud, the resolve on his face never wavering. "That man walked away from his responsibility. He walked away from Aunt May. He walked away from me. He walked away from his family." Peters lip began to quiver again momentarily before he steadied himself. "If anything Phil; I went easy on him."

Richard watched as Peter and Coulson exited the building; and as the two approached their car, he saw Coulson look back and wave to him. He returned the wave, but his gaze never fell far from Peter, who continued walked towards the car without looking back.

He continued to watch until Coulson entered the car, and they drove off out of site. Richard sighed deeply as he continued to contemplate what had happened. He always knew that one-day Peter would find him; he knew after Coulson found him that Peter wouldn't be far behind. He knew that the confrontation was inevitable; yet now that it was done, Richard didn't feel the relief that he thought he would feel. Guilt echoed through him as he thought about Aunt May, and how much pain he must have caused her.

The guilt continued to eat at him as he made his way into his bedroom, looking into the mirror that hung above his dresser. He looked deep into his features, trying to see a face that didn't belong to Peter, but no matter how hard he tried, all he could see was the face of the man he had let down; the face of the man he couldn't live up to.

Richard fell to his knees as he stared down towards the floor, reaching out he grabbed hold of one of the floor boards before he lifted it up. He reached his other hand into the exposed hole and withdrawing a dark blue hoodie with cut off sleeves, and a large black spider drawn across the front and back. Richard looked down at the hoody as he placed the floor board on the ground and took hold of the fabric with both of his hands.

His hands held steady as he remembered all the times he had worn this costume; and how he had built his own legend from it; and how he had used it to break away from Peter and Spider-Man, and made something that was his own. Then his hands began to tremble as tears began to form in his eyes, and Richard Fitzpatrick began to break down in tears. "Uncle Ben." He whimpered softly as the fabric of the hoodie caught his tears. "I'm sorry. I'm so sorry."

A single tear-drop fell past the hoodie, and into the hole revealed by the loose floor board; and as it fell it landed on a red mask that lay in waiting. The tear soaked into the fabric of the mask as it looked up at its wearer, anxiously waiting the day when it would once again bask in the light.

 _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_ _ **...**_

 _ **((Thank you all for reading, I hope you enjoyed. Please leave me a comment and let know what you liked, what you didn't like, and how you think I might be able to improve. Also, would like to mention that I am currently posting videos to youtube for a new Justice League Abridged show based on the DC Animated Universe. You can find a link to the youtube channel 'Justice LAbridged' in my profile. Thanks again for reading, and may the Parker Luck not be with you.))**_


End file.
